Uber rocked by fresh boardroom power struggle

In a statement, Kalanick named former Xerox CEO and chairwoman Ursula Burns and John Thain, former CEO of CIT, Merrill Lynch and the New York Stock Exchange to the board of directors.

"I am appointing these seats now in light of a recent Board proposal to dramatically restructure the Board and significantly alter the company's voting rights", Kalanick writes.

The proposed governance changes that Kalanick opposes include changes to how the three board seats under Kalanick's control get filled - and it's unclear whether Kalanick's two new appointees will be able to vote on these changes themselves. Yucaipa and other Uber investors defended Kalanick and asked Benchmark to divest its own shares and step down from the board. "It is therefore essential that the full Board be in place for proper deliberation to occur, especially with experienced board members as Ursula and John".

"I love Uber more than anything in the world and at this hard moment in my personal life I have accepted the investors request to step aside so that Uber can go back to building rather than be distracted with another fight", he said.

Earlier this week, a number of governance reforms drafted by the company and Goldman Sachs Group Inc., were circulated among the board, people familiar with the matter said.

Uber, which has accumulated financial losses, has been caught up in a whirlwind of controversy in recent months, facing allegations of sexual harassment, theft of technology, corruption and the use of illegal software.

Khosrowshahi's plan calls for transferring one of the two Kalanick-controlled positions to SoftBank Group Corp, which is considering an investment in Uber, the source said.

"The appointments of Ms. Burns and Mr. Thain to Uber's board of directors came as a complete surprise to Uber and its board", the company said in an emailed statement. The board met Thursday to discuss them and had planned to vote on them Tuesday, they added.

Investors gave Kalanick the power to choose three directors past year.

Kalanick, who was pressured to resign in June as head of Uber which dominates the market for smartphone on-demand auto rides, retains sizeable voting rights in the privately-held company that he co-founded. Also part of the changes would be altering the voting power of Kalanick's and Benchmark's "super-voting" stock, making it all "one share, one vote", and Khosrowshahi would be given nomination control of the three Class B board seats that are now filled by Ryan Graves, Arianna Huffington and Wan Ling Martello, with approval required by the full board. Potential reforms could also make it more hard for Kalanick to ever return as CEO.

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